Common use of Conditions Precedent to Obligations of the Purchasers Clause in Contracts

Conditions Precedent to Obligations of the Purchasers. The obligation ----------------------------------------------------- of the Purchasers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by URI in whole or in part to the extent permitted by applicable Law): (a) all representations and warranties of the Sellers contained herein shall be true and correct as of the date hereof; and all representations and warranties of the Sellers contained herein that are qualified as to materiality shall be true and correct, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (b) the Sellers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) URI shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to URI) from each Seller certifying as to the fulfillment of the conditions specified in Sections 7.1(a) and 7.1(b) hereof; (d) certificates, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached, representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to URI, free and clear of any and all Liens; (e) URNJ shall have received the ▇▇▇▇ of Sale, duly executed by ESC; (f) URI shall have received a copy of each of the Escrow Agreements, executed by the Sellers and the Escrow Agent; (g) URI shall have received executed copies of (i) each of the Leases with Affiliates of the Sellers (together with a written agreement of LPC in form and substance satisfactory to URI with respect to LPC's provision of credit support in connection with the matters set forth in Section 17(c) of the form of Lease), (ii) memoranda of lease in form suitable for recording with relevant Governmental Bodies, and (iii) the assignments of leases, landlord's consents to assignment and estoppel certificates with respect to the Company Properties as indicated on Schedule 7.1(g), in each case, in substantially the forms attached as Exhibit K hereto; --------- (h) URI shall have received copies of the Non-Competition Agreement in substantially the form of Exhibit F hereto (the "Non-Competition --------- --------------- Agreement"), executed by each Stockholder, ESC and each of the other parties named therein; (i) URI shall have received an executed copy of the Consulting Agreement in substantially the form of Exhibit G hereto between URNJ and --------- LPC (the "Consulting Agreement"); -------------------- (j) URI shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Sellers, addressed to URI, in substantially the form of Exhibit H --------- hereto; (k) the applicable waiting period (and any extensions thereof) under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; (l) URI shall have obtained all consents and waivers referred to in Section 5.3 hereof with respect to the transactions contemplated by this Agreement and the other Purchaser Documents; (m) there shall not have been or occurred any Material Adverse Change; (n) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Stockholders, the Purchasers or any of the Acquired Companies seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (o) each of the Sellers shall have provided URI with an affidavit of non-foreign status that complies with Section 1445 of the Code; (p) URI shall have received the written resignations of each director and officer of the Stock Companies; (q) URI shall have received releases, in the form of Exhibit I hereto, --------- executed by each Stockholder and each officer or director of the Acquired Companies; (r) URI shall have received a copy of the URI Stock Agreement executed by each Seller receiving shares of URI Common Stock hereunder; (s) URI shall have received evidence satisfactory to it that all Contracts between any of the Stock Companies and any of their Affiliates shall have been fully discharged, terminated as of the Closing without any further liability (contingent or otherwise) of the Purchasers, the Surviving Corporations or any of the Stock Companies thereunder; (t) URI shall have received certificates of good standing with respect to each of the Acquired Companies issued by the Secretary of State or comparable official of their respective jurisdictions of organization and for each jurisdiction in which they are qualified to do business as a foreign corporation; (u) the SMSV Certificate shall have been filed with the SMSV Secretaries of State; (v) the HR Certificate shall have been filed with the HR Secretaries of State; (w) URI shall have received a certificate of insurance evidencing the insurance coverage for the Purchaser Insured Parties as described in Section 6.11 of this Agreement; and (x) URI shall have received such other documents as URI reasonably requested.

Conditions Precedent to Obligations of the Purchasers. The obligation ----------------------------------------------------- obligations of the Purchasers to consummate purchase the transactions contemplated by this Agreement is Shares at the Closing are subject to the fulfillment, on satisfaction at or prior to the Closing Date, of each of the following conditions (unless satisfaction of any or all of which may be such condition is expressly waived in writing by URI in whole or in part to the extent permitted by applicable LawSFP): (a) all each of the representations and warranties of the Sellers Seller contained herein in Article II shall be true and correct as of the date hereof; and all representations and warranties of the Sellers contained herein that are qualified as to materiality shall be true and correctClosing, and the representations and warranties of the Sellers contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time; (b) the Sellers shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date; (c) URI shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to URI) from each Seller certifying as to the fulfillment of the conditions specified in Sections 7.1(a) and 7.1(b) hereof; (d) certificates, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached, representing 100% of the Shares shall have been, or shall at the Closing be, validly delivered and transferred to URI, free and clear of any and all Liens; (e) URNJ shall have received the ▇▇▇▇ of Sale, duly executed by ESC; (f) URI shall have received a copy of each of the Escrow Agreements, executed by the Sellers and the Escrow Agent; (g) URI shall have received executed copies of (i) each of the Leases with Affiliates of the Sellers (together with a written agreement of LPC in form and substance satisfactory to URI with respect to LPC's provision of credit support in connection with the matters set forth in Section 17(c) of the form of Lease), (ii) memoranda of lease in form suitable for recording with relevant Governmental Bodies, and (iii) the assignments of leases, landlord's consents to assignment and estoppel certificates with respect to the Company Properties as indicated on Schedule 7.1(g), in each case, in substantially the forms attached as Exhibit K hereto; --------- (h) URI shall have received copies of the Non-Competition Agreement in substantially the form of Exhibit F hereto (the "Non-Competition --------- --------------- Agreement"), executed by each Stockholder, ESC and each of the other parties named therein; (i) URI shall have received an executed copy of the Consulting Agreement in substantially the form of Exhibit G hereto between URNJ and --------- LPC (the "Consulting Agreement"); -------------------- (j) URI shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Sellers, addressed to URI, in substantially the form of Exhibit H --------- hereto; (k) the applicable waiting period (and any extensions thereof) under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated; (l) URI shall have obtained all consents and waivers referred to in Section 5.3 hereof with respect to the transactions contemplated by this Agreement and the other Purchaser Documents; (m) there shall not have been or occurred any Material Adverse Change; (n) no Legal Proceedings shall have been instituted or threatened or claim or demand made against the Stockholders, the Purchasers or any of the Acquired Companies seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (o) each of the Sellers shall have provided URI with an affidavit of non-foreign status that complies with Section 1445 of the Code; (p) URI shall have received the written resignations of each director and officer of the Stock Companies; (q) URI shall have received releases, in the form of Exhibit I hereto, --------- executed by each Stockholder and each officer or director of the Acquired Companies; (r) URI shall have received a copy of the URI Stock Agreement executed by each Seller receiving shares of URI Common Stock hereunder; (s) URI shall have received evidence satisfactory to it that all Contracts between any of the Stock Companies and any of their Affiliates shall have been fully discharged, terminated as of the Closing without any further liability (contingent or otherwise) of the Purchasers, the Surviving Corporations or any of the Stock Companies thereunder; (t) URI shall have received certificates of good standing with respect to each of the Acquired Companies issued by the Secretary of State or comparable official of their respective jurisdictions of organization and for each jurisdiction in which they are qualified to do business as a foreign corporation; (u) the SMSV Certificate shall have been filed with the SMSV Secretaries of State; (v) the HR Certificate shall have been filed with the HR Secretaries of State; (w) URI SFP shall have received a certificate of insurance evidencing the insurance coverage for the Purchaser Insured Parties as described in Section 6.11 of this Agreement; andSeller to such effect; (xi) URI the Seller shall have caused Plastimo Nordic AB to transfer to an entity other than any Company or Subsidiary all of the shares held by Plastimo Nordic AB in Scubapro AB for a price of SEK 1,300,000, (ii) the Seller shall have assumed or guaranteed any liabilities of Plastimo Nordic AB in respect of Scubapro AB (including, without limitation, any taxes payable in respect of the transfer of the shares of Scubapro AB, all inter-company loans and any guaranties of the debts of Scubapro AB) or, to the extent it is impossible to substitute a third party as guarantor of the obligations of Scubapro, Seller shall issue a counter-guarantee to Plastimo Nordic AB, such counter-guarantee to be in a form reasonably acceptable to SFP's counsel, and (iii) SFP shall have received such other documents a certificate of the Seller as URI reasonably requestedto the matters set forth in clauses (i) and (ii); (c) the Seller shall have delivered to SFP an irrevocable letter of credit of a first class French bank substantially in the form attached in Exhibit 5.02(b) hereto. (d) the board of directors of Plastimo France shall have approved (agree) (i) SFP as a new shareholder of Plastimo France and (ii) the financial institutions listed in Exhibit 4.01(d) hereto as new shareholders of Plastimo France in the event that they exercise their pledges over the shares of Plastimo France pledged to them, and the Seller shall have delivered to SFP a certified copy of the relevant board resolutions; (e) the board of directors of Plastimo UK shall have approved the transfer of the Plastimo UK Shares to Plastimo France in accordance with Article 15 of the Articles of Association of Plastimo UK and the Seller shall have delivered to SFP a certified copy of the relevant board resolution; (f) the persons listed in Exhibit 4.01(f) hereto shall have tendered their resignations from their respective offices as members of the boards of directors of the Companies and the Subsidiaries effective as of the date of the Closing; (g) the Seller shall have delivered to Plastimo France or Plastimo UK, as the case may be, duly executed distribution, supply and commercial agency agreements substantially in the form of the agreements contained in Exhibit 4.01(g) hereto.